U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

 [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
                  For the quarterly period ending June 30, 2000

 [ ]   TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
       ACT OF 1934

                  For the transition period from         to
                                                 -------   --------

Commission file number       0-29983
                       ------------------


                         PASSANT ACQUISITION CORPORATION
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


           NEVADA                                       91-2027723
-------------------------------             ------------------------------------
   (State of Incorporation)                   (IRS Employer Identification No.)



18610 East 32nd Ave., Greenacres, WA                     99016
---------------------------------------   ------------------------------------
(Address of principal executive offices)               (Zip Code)



Issuer's telephone number,(    509    )     891       -          8373
                           -----------  -------------   -----------------------


         ---------------------------------------------------------------
          Former Name, former address and former fiscal year if changed
                                since last report

       Check  whether the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes    No
                                                                      ---    ---

       Applicable only to issuers involved in bankruptcy  proceedings during the
preceding five years

       Check whether the registrant  filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court. Yes    No
                                                    ---   ---

       Applicable on to corporate issuers

       State the number of shares  outstanding  of each of the issuer's class of
common equity, as of the latest practicable date:
                                                  ----------------------

       Transitional Small Business Disclosure Format
       (Check One)

       Yes    No
          ---   ---


<PAGE>

                         PASSANT ACQUISITION CORPORATION
                                   FORM 10-QSB

                                      INDEX

                                                                       Page No.
                                                                       --------
Part I - Financial Information

Item 1 - Financial Statements (unaudited)
      Balance Sheets -
      June 30, 2000 and March 8, 2000                                      3

      Statement of Operations -
      Six Months ended June 30, 2000                                       4

      Statement of Cash Flows -
      Six Months ended June 30, 2000                                       5

      Notes to Financial Statements                                        6

Item 2- Management's Discussion and Analysis or Plan of
           Operation                                                       8

Part II - Other Information                                                8

Item 6 - Exhibits and Reports on Form 8-K                                  8

Signature



                                                                               2

<PAGE>

                          PART I-FINANCIAL INFORMATION

Item 1.   Financial Statements.  (Unaudited)


                         Passant Acquisition Corporation
                        (A Development Stage Enterprise)

                                  BALANCE SHEET


                                           June 30,        March 31,
                                            2000             2000
                                          ---------        ---------
                                         (unaudited)

ASSETS

Cash                                       $   484          $ 1,000
                                           -------          -------
         Total Current Assets              $   484          $ 1,000
                                           -------          -------

Total Assets                               $   484          $ 1,000
                                           -------          -------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                        $ 1,089             --
                                           -------          -------

Stockholder's Equity
        Common Stock, $0.001 par value,
         25,000,000 shares authorized,
         5,000,000 shares issued and
         outstanding                         5,000            5,000
         Deficit accumulated during
         development stage                  (5,605)          (4,000)
                                           -------          -------

Total Stockholders' Equity                     605            1,000
                                           -------          -------

TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY                       $   484          $ 1,000
                                           -------          -------



                See Accompanying Notes to financial statements.

                                                                               3

<PAGE>


                         Passant Acquisition Corporation
                        (A Development Stage Enterprise)

                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

                                                       Inception
                                 Period Ending       (Feb.24, 2000)
                                 June 30, 2000       March 31, 2000
                                --------------       --------------
                                  (unaudited)          (unaudited)

Income                            $      --            $      --

Expenses
     Organization expense                 250                  250
     Legal expense                      1,000                1,000
     Administrative expense             3,331                2,750
                                                       -----------
     Accounting                         1,024
                                  -----------
                                        5,605                4,000
                                  -----------          -----------

NET LOSS FROM
OPERATIONS                             (5,605)              (4,000)

Income Taxes                             --                   --
                                  -----------          -----------

Net Loss                               (5,605)              (4,000)

Accumulated Deficit, Beginning
Balance                                  --                   --
                                  -----------          -----------

Accumulated Deficit, Ending
Balance                           $    (5,605)         $    (4,000)
                                  -----------          -----------

  Net Loss per Common share       $       nil          $       nil

  Weighted Average Number of
   Common shares outstanding        5,000,000            5,000,000


                See accompanying notes to financial statements.

                                                                               4

<PAGE>

                         Passant Acquisition Corporation
                        (A Development Stage Enterprise)

                             STATEMENT OF CASH FLOWS


                                               Period Ending     Inception
                                               June 30, 2000   (Feb.24,2000)
                                                               to Mar.31,2000
                                              --------------   --------------
                                                (unaudited)      (unaudited)

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net Loss                                          $(5,605)         $(4,000)
Expenses paid by issuance of stock                  4,000            4,000
                                                  -------          -------

Net cash provided in operating activities            --               --

CASH FLOWS FROM INVESTING ACTIVITIES                 --               --

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds for issuance of stock                     1,000            1,000
                                                  -------          -------

Change in cash                                       (516)           1,000

Cash, beginning balance                             1,000             --
                                                  -------          -------

Cash, end of period                               $   484          $ 1,000
                                                  -------          -------

Supplemental disclosures:

Interest paid                                     $  --            $  --

Income taxes paid                                 $  --            $  --

NON-CASH TRANSACTIONS
 Stock issued in exchange for expenses paid       $ 4,000          $ 4,000


                 See Accompanying Notes to financial statements.

                                                                               5

<PAGE>

                         Passant Acquisition Corporation
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                               AS OF June 30, 2000

Note 1 -   ORGANIZATION AND DESCRIPTION OF BUSINESS

Passant Acquisition Corporation (hereinafter " the Company") was incorporated on
February 24, 2000 in Nevada primarily for the purpose of serving as a vehicle to
effect a merger,  exchange of capital stock, asset acquisition or other business
combination  with a domestic or foreign private  business.  The Company's fiscal
year end is December 31.

Note 2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This  summary  of  significant   accounting   policies  of  Passant  Acquisition
Corporation  is presented to assist in  understanding  the  Company's  financial
statements.  The  financial  statements  and  notes are  representations  of the
Company's  management  which is responsible for their integrity and objectivity.
These accounting  policies conform to generally accepted  accounting  principles
and  have  been  consistently  applied  in  the  preparation  of  the  financial
statements.

Development Stage Activities
----------------------------

The Company has been in the  development  stage since its  formation in February
2000 and has not yet realized any revenue from its planned operations.

Going Concern
-------------

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $5,605 for the period ended June 30, 2000 and had no revenue. The future
of the Company is dependent  upon its ability to identify a  prospective  target
business  and raise the capital it will  require  through the issuance of equity
securities,  debt  securities,  bank  borrowings or a combination  thereof.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

Accounting Method
-----------------

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

Loss Per Share
--------------

Loss per share was  computed by dividing  the net loss by the  weighted  average
number of shares  outstanding  during the period. The weighted average number of
shares was calculated by taking the number of shares  outstanding  and weighting
them by the amount of time that they were  outstanding.  Basic and diluted  loss
per share were the same, as there were no common stock equivalents outstanding.

Cash and Cash Equivalents
-------------------------

For  purposes  of the  Statement  of  Cash  Flows,  the  Company  considers  all
short-term debt securities  purchased with a maturity of three months or less to
be cash equivalents.

Provision for Taxes
-------------------

At June 30, 2000, the Company had a net operating loss of approximately  $5,605.
No  provision  for  taxes or tax  benefit  has been  reported  in the  financial
statements,  as there is not a measurable  means of assessing  future profits or
losses.

                                                                               6

<PAGE>

Use of Estimates
----------------

The process of preparing  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires the use of estimates and  assumptions
regarding  certain types of assets,  liabilities,  revenues and  expenses.  Such
estimates primarily related to unsettled  transactions and events as of the date
of the financial statements.  Accordingly,  upon settlement,  actual results may
differ from estimated amounts.

Impaired Asset Policy
---------------------

In March 1995,  the  Financial  Accounting  Standards  Board  issued a statement
titled, "Accounting for Impairment of Long-lived Assets". In complying with this
standard,  the Company will review its long-lived  assets quarterly to determine
if any events or changes in  circumstances  have transpired  which indicate that
the carrying  value of its assets may not be  recoverable.  The Company does not
believe any  adjustments  are needed to the carrying value of its assets at June
30, 2000.

Development Costs
-----------------

In accordance with generally accepted  accounting  principles,  the Company will
expense development costs as incurred.

Note 3 - PROPERTY AND EQUIPMENT

At June 30, 2000, the Company does not own any property or equipment.

Note 4 - COMMON STOCK

On February 27, 2000, 5,000,000 shares of common stock were issued to an officer
and related party.  (See Note 5) There was no public offering of any securities.
The above referenced  shares were issued in repayment of expenses of $ 4,000 and
cash of $1,000.  These  shares  were  issued  pursuant  to  Section  4(2) of the
Securities  Act  of  1933,  a  securities  offering  transaction  exemption  not
requiring  registration.  The Company has not  authorized  any preferred  stock,
convertible stock, warrants or options as of June 30, 2000.

Note 5 - RELATED PARTIES

On February 27, 2000, Long Lane Capital,  Inc. was issued 4,750,000 common stock
shares in consideration  of  organizational  and professional  costs incurred by
Long Lane Capital, Inc. on behalf of the Company.  Gregory M. Wilson, a director
of the Company,  was issued  250,000  common stock shares.  Legal counsel to the
Company  is a firm owned by Gregory  M.  Wilson,  who also owns the  controlling
interest in the outstanding stock of Long Lane Capital, Inc. (See Note 4)

Note 6 - YEAR 2000 ISSUES

Like  other  companies,  Passant  Acquisition  Corporation  could  be  adversely
affected if the computer systems of the Company,  its suppliers or customers use
do not properly process and calculate date-related information and data from the
period  surrounding and including January 1, 2000. This is commonly known as the
"Year 2000" issue.  Additionally,  this issue could impact non-computer  systems
and devices such as production  equipment and elevators,  etc. At this time, the
Company  does not have any  evidence of problems  associated  with the year 2000
issue.

                                                                               7

<PAGE>

Item 2.    Management's Discussion and Analysis or Plan of Operation.

         There have been no operations or  significant  changes in the financial
statements  of the Company since its Form 10-QSB was filed for the period ending
March 31, 2000.

PART II- OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K.

         (a) Exhibits

      Exhibit Number                         Description
      --------------            ------------------------------------
         *(3.1)                 Articles of Incorporation of Passant
                                Acquisition Corporation
         *(3.2)                 By-Laws
         *(10)                  Lock-Up Agreement
          (27)                  Financial Data Schedule

-----------------
*Previously filed.

         (b) Reports on Form 8-K.  No reports on Form 8-K were filed in this
quarter.


SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: August 9, 2000


PASSANT ACQUISITION CORPORATION


/s/  Gregory M. Wilson
-----------------------
By:  Gregory M. Wilson
Title: President


                                                                               8